UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GENESEE & WYOMING INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
371559105
(CUSIP Number)
T. MICHAEL LONG
Brown Brothers Harriman & Co.
59 Wall Street
New York, New York
(212) 483-1818
-----------------------------------------------------
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
December 12, 2000
-----------------------------------------------------
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
2
CUSIP No. 371559105
1 NAME OF REPORTING PERSON
THE 1818 FUND III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
DELAWARE
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 646,269 1/
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
434,783
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,269 1/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% 1/
14 TYPE OF REPORTING PERSON
PN
------------------------
1/ See Item 6 for description of the Stockholders Agreement. The Fund may,
pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934, be
deemed to beneficially own shares of Common Stock owned by Mortimer B.
Fuller, III as a result of the Stockholders Agreement. The Fund
disclaims beneficial ownership of such shares.
<PAGE>
3
CUSIP No. 371559105
1 NAME OF REPORTING PERSON
BROWN BROTHERS HARRIMAN & CO.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 646,269 2/
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
434,783
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,269 1/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% 2/
14 TYPE OF REPORTING PERSON
PN
------------------------
2/ See Item 6 for description of the Stockholders Agreement. BBH&Co. may,
pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934, be
deemed to beneficially own shares of Common Stock owned by Mortimer B.
Fuller, III as a result of the Stockholders Agreement. BBH&Co.
disclaims beneficial ownership of such shares.
<PAGE>
4
CUSIP No. 371559105
1 NAME OF REPORTING PERSON
T. MICHAEL LONG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 646,269 3/
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
434,783
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,269 3/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% 3/
14 TYPE OF REPORTING PERSON
IN
------------------------
3/ See Item 6 for description of the Stockholders Agreement. Long may,
pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934, be
deemed to beneficially own shares of Common Stock owned by Mortimer B.
Fuller, III as a result of the Stockholders Agreement. Long disclaims
beneficial ownership of such shares.
<PAGE>
5
CUSIP No. 371559105
1 NAME OF REPORTING PERSON
LAWRENCE C. TUCKER
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 646,269 4/
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10 SHARED DISPOSITIVE POWER
434,783
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,269 4/
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5% 4/
14 TYPE OF REPORTING PERSON
IN
------------------------
4/ See Item 6 for description of the Stockholders Agreement. Tucker may,
pursuant to Rule 13d-3 of the Securities and Exchange Act of 1934, be
deemed to beneficially own shares of Common Stock owned by Mortimer B.
Fuller, III as a result of the Stockholders Agreement. Tucker disclaims
beneficial ownership of such shares.
<PAGE>
6
Item 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to the Class A common
stock, par value $.01 per share (the "Common Stock"), of Genesee & Wyoming Inc.,
a Delaware corporation (the "Company"), beneficially owned by the Reporting
Persons (as defined below), through their respective holdings of Series A
Redeemable Convertible Participating Preferred Stock, par value $.01 per share
("Preferred Stock") of the Company convertible into Common Stock at the option
of the holder. The Company's principal executive office is located at 66 Field
Point Road, Greenwich, Connecticut 06830.
Item 2. IDENTITY AND BACKGROUND.
(a), (b), (c) and (f). This Statement on Schedule 13D is being
filed by The 1818 Fund III, L.P., a Delaware limited partnership (the "Fund"),
Brown Brothers Harriman & Co., a New York limited partnership and general
partner of the Fund ("BBH&Co."), T. Michael Long ("Long"), Lawrence C. Tucker
("Tucker" and, collectively with the Fund, BBH&Co. and Long the "Reporting
Persons").
The Reporting Persons constitute a group as such term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Information with respect to each Reporting Person is given
solely by such Reporting Person and no Reporting Person has responsibility for
the accuracy or completeness of information supplied by any other Reporting
Person.
1. FUND. The Fund was formed to provide a vehicle for
institutional and substantial corporate investors to acquire significant equity
interests in medium-sized
<PAGE>
7
publicly owned United States corporations. The address of the principal business
and principal offices of the Fund is 59 Wall Street, New York, New York 10005.
2. BBH&CO. BBH&Co. is a private bank. The address of the
principal business and principal offices of BBH&Co. is 59 Wall Street, New York,
New York 10005.
3. TUCKER AND LONG. Pursuant to a resolution adopted by
the partners of BBH&Co., BBH&Co. has designated and appointed Long and Tucker,
or either of them, the sole and exclusive partners of BBH&Co. having voting
power (including the power to vote or to direct the voting) and investment power
(including the power to dispose or to direct the disposition) with respect to
the Common Stock. The business address of each of Long and Tucker is 59 Wall
Street, New York, New York 10005. The present principal occupation or employment
of each of Long and Tucker is as a general partner of BBH&Co. Long and Tucker
are citizens of the United States.
The name, business address, present principal occupation or
employment (and the name, principal business and address of any corporation or
other organization in which such employment is conducted) and the citizenship of
each general partner of BBH&Co. is set forth on Schedule I hereto and is
incorporated herein by reference.
(d) and (e). During the last five years, neither any Reporting
Person nor, to the best knowledge of each Reporting Person, any person
identified on Schedule I, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of which any such person was or is subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or
<PAGE>
8
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Stock Purchase Agreement, dated as of October
19, 2000 (the "Stock Purchase Agreement"), by and between the Company and the
Fund, on December 12, 2000 the Company issued, and the Fund acquired from the
Company, 10,000 shares of Preferred Stock. Copies of the Stock Purchase
Agreement and the Certificate of Designation of the Preferred Stock are attached
hereto as EXHIBIT 1 and EXHIBIT 2, respectively, and are hereby incorporated by
reference. The Fund has also entered into a Registration Rights Agreement, dated
as of December 12, 2000 (the "Registration Rights Agreement"), among the
Company, the Fund and the other parties signatory thereto, pursuant to which the
Company has agreed, under the terms and conditions set forth therein, to
register under the Securities Act of 1933, as amended, the Common Stock issuable
upon the conversion of the shares of Preferred Stock held by the Fund and all
other shares of Common Stock held by the Fund. A copy of the Registration Rights
Agreement is attached hereto as EXHIBIT 3 and is hereby incorporated by
reference.
The consideration paid by the Fund for the shares of Preferred
Stock it purchased under the Stock Purchase Agreement was $10,000,000 in cash,
which was obtained by the Fund from capital contributions made by its partners
pursuant to pre-existing capital commitments.
<PAGE>
9
Item 4. PURPOSE OF TRANSACTION.
The Fund has acquired the securities of the Company for
investment purposes only.
The Reporting Persons may from time to time acquire additional
shares of Common Stock in the open market or in privately negotiated
transactions, subject to the availability of shares of Common Stock at prices
deemed favorable, the Company's business or financial condition and to other
factors and conditions the Reporting Persons deem appropriate. Alternatively,
the Reporting Persons may sell all or a portion of the shares of Common Stock or
Preferred Stock in open market or in privately negotiated transactions, subject
to the factors and conditions referred to above and compliance with applicable
laws.
Except as described in the Registration Rights Agreement and
as set forth above in this Item 4, no Reporting Person has any present plans or
proposals which relate to or would result in: (a) the acquisition by any person
of additional securities of the issuer, or the disposition of securities of the
issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or of any
of its subsidiaries; (d) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board; (e) any
material change in the present capitalization or dividend policy of the Company;
(f) any other material change in the Company's business or corporate structure;
(g) changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede
<PAGE>
10
the acquisition of control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (j) any action similar to any of those enumerated above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) through (c).
1. FUND. As set forth above, on December 12, 2000 the
Fund acquired 10,000 shares of Preferred Stock. Accordingly, as of December 12,
2000, assuming the conversion of the shares of Preferred Stock held by the Fund
into shares of Common Stock as of such date, the Fund may be deemed to own
434,783 shares of Common Stock, which, based on calculations made in accordance
with Rule 13-d3(d) promulgated under the Exchange Act and there being 3,492,328
shares of Common Stock outstanding (as represented to the Fund by the Company in
the Stock Purchase Agreement), represents 12.4% of the outstanding shares of
Common Stock. Pursuant to the terms of the Stock Purchase Agreement and as
described in Item 6, the Company has an option to require the Fund to purchase
up to 15,000 additional shares of Preferred Stock on or before January 15, 2000.
In addition, the Fund has the option to acquire an additional 10,000 shares of
Preferred Stock if the Company makes certain acquisitions as set forth in the
Stock Purchase Agreement. Notwithstanding the foregoing, the maximum
<PAGE>
11
amount of Preferred Stock purchased by the Fund cannot exceed $25,000,000 in the
aggregate.
As described in Item 6, the Fund and Mortimer B. Fuller, III
("Fuller") are parties to a Stockholders Agreement the result of which may be
that the Fund be deemed to beneficially own Fuller's shares in addition to its
own. If this were the case, the Fund may be deemed to have beneficial ownership
of 646,269 shares of Common Stock representing 18.5% of the outstanding shares
of Common Stock. The Fund disclaims beneficial ownership of Fuller's shares.
2. BBH&CO. By virtue of BBH&Co.'s relationship with the
Fund, BBH&Co. may be deemed to beneficially own 434,783 shares of Common Stock,
representing approximately 12.4% of the outstanding shares of Common Stock based
on the number of shares of Common Stock outstanding (as represented by the
Company to the Fund in the Stock Purchase Agreement). As described in Item 6,
the Fund and Fuller are parties to a Stockholders Agreement the result of which
may be that BBH&Co. be deemed to beneficially own Fuller's shares in addition to
its own. If this were the case, BBH&Co. may be deemed to have beneficial
ownership of 646,269 shares of Common Stock representing 18.5% of the
outstanding shares of Common Stock. BBH&Co. disclaims beneficial ownership of
Fuller's shares.
3. LONG AND TUCKER. By virtue of the resolution adopted
by BBH&Co. designating Long and Tucker, or either of them, as the sole and
exclusive partners of BBH&Co. having voting power (including the power to vote
or to direct the voting) and investment power (including the power to dispose or
to direct the disposition) with respect to the securities of the Company, each
of Long and Tucker may be deemed
<PAGE>
12
to beneficially own 434,783 shares of Common Stock, representing approximately
12.4% of the outstanding shares of Common Stock based on the number of shares of
Common Stock outstanding (as represented by the Company to the Fund in the Stock
Purchase Agreement). As described in Item 6, the Fund and Fuller are parties to
a Stockholders Agreement the result of which may be that Long and Tucker be
deemed to beneficially own Fuller's shares in addition to its own. If this were
the case, Long and Tucker may be deemed to have beneficial ownership of 646,269
shares of Common Stock representing 18.5% of the outstanding shares of Common
Stock. Long and Tucker disclaim beneficial ownership of Fuller's shares.
Except as set forth above, no Reporting Person nor, to the
best knowledge of each Reporting Person, any person identified on Schedule I,
beneficially owns any shares of Common Stock or has effected any transaction in
shares of Common Stock during the proceeding 60 days.
Paragraphs (d) and (e) of Item 5 of Schedule 13D are not
applicable to this filing.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE COMMON STOCK OF THE ISSUER.
The Company and the Fund are parties to the Stock Purchase
Agreement which gives the Company, among other things, the option, on the terms
and conditions set forth therein, of requiring the Fund to acquire up to 15,000
additional shares of Preferred Stock before January 15, 2000. As of December 12,
2000, the Company has required the Fund to purchase an additional 10,000 shares
of Preferred Stock. In
<PAGE>
13
addition, pursuant to the terms of the Stock Purchase Agreement, the Fund has
the option to acquire an additional 10,000 shares of Preferred Stock if the
Company makes certain acquisitions as set forth in the Stock Purchase Agreement.
Notwithstanding the foregoing, the maximum amount of Preferred Stock purchased
by the Fund cannot exceed $25,000,000 in the aggregate.
The Company and the Fund are parties to the Registration
Rights Agreement which gives the Fund, among other things, the right, on the
terms and conditions set forth therein, to require the Company to register for
sale to the public the shares of Common Stock issued upon the conversion of the
Preferred Stock and any shares of Common stock held by the Fund.
The Company, the Fund and Fuller are parties to a Stockholders
Letter Agreement, dated as of December 12, 2000 (the "Stockholders Agreement"),
pursuant to which the Company and the other parties signatory thereto have
agreed, under the terms and conditions set forth therein, to vote their shares
for certain nominees for election to the Board of Directors. One nominee is to
be designated by the Fund for so long as it holds 20% of the shares of Common
Stock issued or issuable upon conversion of the shares of Preferred Stock
acquired by the Fund (whether or not the Preferred Stock has been converted).
The current designee of the Fund is T. Michael Long. The parties to the
Stockholders Agreement have also agreed to certain transfer restrictions as set
forth therein. A copy of the Stockholders Agreement is attached hereto as
EXHIBIT 4 and is hereby incorporated by reference.
Except as described elsewhere in this Statement and as set
forth in the Stock Purchase Agreement, the Registration Rights Agreement and the
Stockholders
<PAGE>
14
Agreement, copies of which are attached hereto as EXHIBIT 1, EXHIBIT 3 and
EXHIBIT 4, respectively, and incorporated herein by reference, to the best
knowledge of the Reporting Persons, there exist no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Company, including but not limited to transfer or voting of any securities
of the Company, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stock Purchase Agreement, dated as of October 19,
2000, by and between the Company and the Fund.
2. Certificate of Designation of the Preferred Stock.
3. Registration Rights Agreement, dated as of December
12, 2000, among the Company, the Fund and the other parties signatory thereto.
4. Stockholders Agreement, dated as of December 12,
2000, among the Company, the Fund and the other parties signatory thereto.
<PAGE>
15
SIGNATURE
---------
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December 12, 2000
THE 1818 FUND III, L.P.
By: Brown Brothers Harriman & Co.,
General Partner
By: /s/ Lawrence C. Tucker
---------------------------------------
Name: Lawrence C. Tucker
Title: Partner
BROWN BROTHERS HARRIMAN & CO.
By: /s/ Lawrence C. Tucker
---------------------------------------
Name: Lawrence C. Tucker
Title: Partner
/s/ T. Michael Long
--------------------------------------------
T. Michael Long
/s/ Lawrence C. Tucker
--------------------------------------------
Lawrence C. Tucker
<PAGE>
16
SCHEDULE I
----------
Set forth below are the names and positions of all of the
general partners of BBH&Co. The principal occupation or employment of each
person listed below is private banker, and, unless otherwise indicated, the
business address of each person is 59 Wall Street, New York, New York 10005.
Unless otherwise indicated, each person listed below is a citizen of the United
States.
BUSINESS ADDRESS
(IF OTHER THAN AS
NAME INDICATED ABOVE)
---- ----------------
J. William Anderson
Peter B. Bartlett
Brian A. Berris
Taylor Bodman
John J. Borland
Douglas A. Donahue, Jr. 40 Water Street
Boston, Massachusetts 02109
Anthony T. Enders
Alexander T. Ercklentz
Terrence M. Farley
John A. Gehret 525 Washington Boulevard
Jersey City, New Jersey 07310-1692
Elbridge T. Gerry, Jr.
Kristen F. Giarrusso
Robert R. Gould
Kyosuke Hashimoto 8-14 Nihonbashi 30-Chome Chuo-ku
(citizen of Japan) Tokyo 103, Japan
Ronald J. Hill
Landon Hilliard
Radford W. Klotz
<PAGE>
17
BUSINESS ADDRESS
(IF OTHER THAN AS
NAME INDICATED ABOVE)
---- ----------------
Michael Kraynak, Jr.
40 Water Street
Susan C. Livingston Boston, Massachusetts 02109
T. Michael Long
Hampton S. Lynch, Jr.
Michael W. McConnell
William H. Moore III
Donald B. Murphy
John A. Nielsen
Eugene C. Rainis
A. Heaton Robertson 40 Water Street
Boston, Massachusetts 02109
Jeffrey A. Schoenfeld 40 Water Street
Boston, Massachusetts 02109
Stokley P. Towles 40 Water Street
Boston, Massachusetts 02109
Andrew J.F. Tucker
Lawrence C. Tucker
Maarten van Hengel
Douglas C. Walker 1531 Walnut Street
Philadelphia, Pennsylvania 19102
William J. Whelan 40 Water Street
Boston, Massachusetts 02109
Laurence F. Whittemore
Richard H. Witmer, Jr.
